exv10w8






EXHIBIT 10.8




XATA CORPORATION




AMENDED AND RESTATED VOTING AGREEMENT




     This Amended and Restated Voting Agreement (the “Agreement”) is made as of the
4th day of December, 2009, by and among Xata Corporation, a Minnesota
corporation (the “Company”), funds associated with Trident Capital, Inc. (collectively, “Trident”),
and those certain holders of the Company’s Common Stock listed on Exhibit A hereto (the “Major
Stockholders” and together with Trident, each a “Stockholder” and collectively, the
“Stockholders”).



     This Agreement amends and restates the Amended and Restated Voting Agreement by and among the
same parties dated September 7, 2005, and said 2005 Voting Agreement is superseded and replaced by
this Agreement. Terms used but not defined herein have the meanings given to them in the Note
Purchase Agreement (as defined below).



WITNESSETH




     Whereas, the Major Stockholders are the beneficial owners of shares of the Common
Stock of the Company (the “Major Stockholders Stock”);



     Whereas, Trident holds shares of the Company’s Series B Preferred Stock (the “Series
B Preferred Stock”) and related warrants to purchase Common Stock (the “B Warrants”), pursuant to
that certain Common Stock Warrant and Series B Preferred Stock Purchase Agreement (the “Series B
Purchase Agreement”) dated December 6, 2003;



     Whereas, Trident also holds shares of the Company’s Series C Preferred Stock, Series
D Preferred Stock and Series F Preferred Stock (the “Other Preferred Stock”) and related warrants
to purchase Common Stock (the “Other Trident Warrants”);



     Whereas, concurrently herewith, Trident shall receive Notes that, following the
occurrence of a Conversion Event, will be convertible into shares of a newly created series of
preferred stock of the Company (the “Series G Preferred Stock”) and warrants (the “G Warrants”) to
purchase shares of Common Stock, pursuant to that certain Note Purchase Agreement, dated of even
date herewith, by and among Trident, certain funds affiliated with Technology Crossover Ventures
(collectively, “TCV”), GW 2001 Fund, L.P., and the Company (the “Note Purchase Agreement”); and



     Whereas, the obligations in the Note Purchase Agreement are conditioned upon the
execution and delivery of a voting agreement in the form of this Agreement.



     Now, Therefore, in consideration of these premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



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AGREEMENT



1. Voting.




     1.1 Covered Shares. The Major Stockholders each agree to hold all Covered Shares subject to,
and to vote the Covered Shares in accordance with, the provisions of this Agreement. For purposes
of this Agreement, “Covered Shares” shall mean all shares of voting capital stock of the
Company (including but not limited to the Major Stockholders Stock) registered in the Major
Stockholders’ respective names or beneficially owned by them as of the date hereof and any and all
other equity securities of the Company legally or beneficially acquired by each of the Major
Stockholders after the date hereof; provided, however, in the event it is
determined that Trident or an affiliate of Trident has beneficial ownership of the Covered Shares
by virtue of this Agreement or otherwise and, if added to all other shares of capital stock of the
Company, if any, as to which Trident or an affiliate of Trident has beneficial ownership (the
“Other Trident Shares”), Trident would be determined to exercise or direct the exercise of
a new range of voting power within any of the ranges specified in Section 302A.671, subdivision 2,
paragraph (d) of the Minnesota Business Corporation Act (a “New Voting Power Range”), then
the number of Covered Shares subject to this Agreement shall automatically be reduced, without
further action by, or on behalf of, Trident, the Company or the Stockholders, on a pro rata basis
with any Other Trident Shares that are subject to any other agreement or arrangement deemed to give
Trident beneficial ownership thereof (an “Other Agreement”) (x) first, as to the shares of
voting capital stock of the Company issuable upon exercise of warrants (“Company Warrants”)
held by the Major Stockholders and any stockholders party to Other Agreements (with the effect that
such Company Warrants and any shares of voting capital stock of the Company issuable or issued upon
exercise of such Company Warrants shall not be subject to the provisions of this Agreement or the
Other Agreements, as applicable), until the remaining Covered Shares subject to this Agreement
taken together with any Other Trident Shares, shall be less than the New Voting Power Range (the
“Company Warrant Reduction”), and, if such Company Warrant Reduction is not sufficient to
reduce the Covered Shares, when taken together with the Other Trident Shares, to less than the New
Voting Power Range, then (y) second, as to the outstanding shares of voting capital stock of the
Company held by the Major Stockholder and any stockholders party to an Other Agreement, until the
remaining Covered Shares subject to this Agreement, taken together with the Other Trident Shares,
shall be less than the New Voting Power Range.



     1.2 Election of Directors.



          (a) On all matters relating to the election and removal of directors of the Company, if (i)
the holders of Series B Preferred Stock of the Company (the “Series B Preferred”) no longer have
the right to elect two (2) directors pursuant to Section 8 of the Company’s Certificate of
Designation of Preferences of Series B Preferred Stock filed on December 8, 2003, as amended from
time to time (the “Certificate of Series B Designation”) but (ii) Trident continues to hold the
Required Number of Common Equivalents (as defined below), the Major Stockholders agree to vote all
Covered Shares held by them (or the holders thereof shall consent pursuant to an action by written
consent of the holders of capital stock of the Company) so as to elect members of the Company’s
Board of Directors as follows:




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               (i) For so long as Trident continues to hold the Required Number of Common Equivalents (as
defined below), at each election of or action by written consent to elect directors, the Major
Stockholders shall vote all of their respective Covered Shares so as to elect the Trident Designees
described in Section 1.2(a)(ii) below. Any vote taken to remove any director elected pursuant to
this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a
director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this
Section 1.2(a). Upon the request of Trident, each Major Stockholder agrees to vote its Covered
Shares for the removal of either Trident Designee.



               (ii) For the purposes of this Section 1.2, the following definitions shall apply:



                    (1) “Trident Designees” shall mean (i) if the authorized size of the Company’s Board of
Directors is eight (8) members or more, the Trident Designees shall consist of two (2) individuals
that are nominated by Trident; or (ii) if the authorized size of the Company’s Board of Directors
is seven (7) members or less, the Trident Designees shall consist of (x) one (1) individual
nominated by Trident and (y) one (1) individual who is an industry representative not affiliated
with the Company that is nominated by Trident and acceptable to a majority of the remaining members
of the Board of Directors.



                    (2) “Required Number of Common Equivalents” shall mean at least 800,000 shares of Common Stock
(which shall include (i) any shares of Common Stock issued to Trident or its affiliates, (ii) any
shares of Common Stock issuable upon conversion of any Series B Preferred Stock, Other Preferred
Stock or Series G Preferred Stock held by Trident or its affiliates or (iii) any shares of Common
Stock issuable upon the exercise of warrants to purchase Common Stock held by Trident or its
affiliates).



     1.3 Protective Voting Covenant.



          (a) For so long as any shares of Series B Preferred Stock remain outstanding, the Company
shall not take any action to increase the authorized number of shares of Series B Preferred Stock
without the written consent of holders of not less than sixty percent (60%) of the outstanding
shares of Series B Preferred Stock.




          (b) For so long as any shares of Series C Preferred Stock remain outstanding, the Company
shall not take any action to increase the authorized number of shares of Series C Preferred Stock
without the written consent of holders of not less than sixty percent (60%) of the outstanding
shares of Series C Preferred Stock.



2. Committees. Upon the request of Trident, the Company shall use its best efforts to
cause its Board of Directors to appoint at least one Trident Designee (as specified by Trident) to
serve as a member of each committee of the Board of Directors, subject to any restrictions on
committee membership that may be imposed by the Sarbanes-Oxley Act of 2002, Nasdaq (or other
securities exchange on which the Company’s securities are traded) and the Securities and Exchange
Committee, or any similar restriction applicable to the Company.




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3. Indemnification Agreements.  The Company shall enter into an indemnification agreement
with each Trident Designee, in the form attached as Exhibit G to the Series B Purchase Agreement.



4. Fees and Expenses.  The Company agrees that, for so long as Trident Designees are
represented on the Board, the Company shall reimburse such Trident Designees for their reasonable
out-of-pocket expenses incurred in attending meetings of the Board or otherwise acting on behalf of
the Company at the request and direction of the Board.



5. Termination.




     5.1 This Agreement shall continue in full force and effect from the date hereof through the
earliest of the following dates, on which date it shall terminate in its entirety:



          (a) December 6, 2013;




          (b) the date on which Trident ceases to hold the Required Number of Common Equivalents; or




          (c) the date as of which the parties hereto terminate this Agreement by written consent of (i)
the Company and (ii) holders of a majority of the shares of capital stock of the Company then held
by Trident (on an as-converted into Common Stock basis).



6. Transfers of Major Stockholder Stock. 




     6.1 Permitted Transfers. Notwithstanding anything to the contrary contained herein, shares of
Major Stockholder Stock that (i) are sold by a Major Stockholder in transactions effected on a
national securities exchange or through the Nasdaq Stock Market (excluding block trades of 10,000
shares or more to a single purchaser) or (ii) are transferred as bona fide gifts or donations to
charitable organizations, (each, a “Permitted Transfer”) in either case, shall be transferred free
and clear of any restrictions on voting as described herein. In the case of block trades of 10,000
shares or more to a single purchaser, and all other sales or transfers of Major Stockholder Stock
that are not Permitted Transfers (each a “Restricted Transfer”), such transfers shall be permitted
to be made free and clear of any restrictions on voting as described herein, provided that such
Major Stockholder shall first grant to Trident the right of first refusal set forth in Section 6.2.



     6.2 Right of First Refusal.



          (a) If a Major Stockholder proposes to sell any Major Stockholder Stock in a Restricted
Transfer (the “Restricted Transfer Shares”), Trident shall have a right of first refusal to
purchase all (but not less than all) of its Pro Rata Portion (as defined below) of such Restricted
Transfer Shares. The Major Stockholder shall give Trident written notice (the “Transfer Notice”)
of its intention, describing the Restricted Transfer, the price at which such Major Stockholder is
proposing to sell the Restricted Transfer Shares (the “Offer Price”), and the terms and conditions
upon which such Major Stockholder proposes to issue the same. Trident shall have seven (7) days
from the date of receipt of such Transfer Notice to agree to purchase all (but not less than all)
of its Pro Rata Portion of the Restricted Transfer Shares proposed to be sold, at
the Offer Price and upon the other terms and conditions specified in the Transfer Notice by
giving written notice to such




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Major Stockholder. Trident shall be entitled to assign all or any
portion of its rights to purchase any Restricted Transfer Shares hereunder to any affiliate of
Trident. For purposes of this Section 6.2, “Pro Rata Portion” shall mean, with respect to Trident
or any other person having a right of first refusal to purchase Restricted Transfer Shares (each,
an “Offeree”), that portion of the number of Restricted Transfer Shares that a Major Stockholder
proposes to sell equal to (i) the aggregate number of shares of Common Stock owned by Trident or
such Offeree (calculated on a fully-diluted, as-converted and as-exercised basis) divided by (ii)
the aggregate number of shares of Common Stock owned by Trident and all Offerees (calculated on a
fully-diluted, as-converted and as-exercised basis).




          (b) If Trident elects not to exercise its right of first refusal as to such Restricted
Transfer Shares, then the Major Stockholder shall give each Offeree notice of Trident’s election,
and each such Offeree shall have three (3) days from the date of receipt of such notice to agree to
purchase all (but not less than all) of its Pro Rata Portion of such Restricted Transfer Shares
(calculated excluding any shares of Common Stock owned by Trident), at the Offer Price and upon the
other terms and conditions specified in the initial Transfer Notice delivered to Trident, by giving
written notice to such Major Stockholder. In the event that any or all of the Offerees elects not
to exercise its right of first refusal as to its Pro Rata Portion of such Restricted Transfer
Shares, then the Major Stockholders may sell such Restricted Transfer Shares to any person or
persons at the Sale Price and upon the terms and conditions specified in the Transfer Notice.



7. Miscellaneous.




     7.1 Specific Performance. The parties hereto hereby declare that it is impossible to measure
in money the damages which will accrue to a party hereto or to their heirs, personal
representatives, or assigns by reason of a failure to perform any of the obligations under this
Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any
party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding
to specifically enforce the provisions hereof, any person against whom such action or proceeding is
brought hereby waives the claim or defense therein that such party or such personal representative
has an adequate remedy at law, and such person shall not offer in any such action or proceeding the
claim or defense that such remedy at law exists.



     7.2 Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Delaware as such laws are applied to agreements among Delaware residents entered into and
performed entirely within the State of Delaware, without reference to the conflict of laws
provisions thereof. The parties agree that any action brought by either party under or in
relation to this Agreement, including without limitation to interpret or enforce any provision of
this Agreement, shall be brought in, and each party agrees to and does hereby submit to the
jurisdiction and venue of, any state or federal court located in the County of Santa Clara,
California.



     7.3 Amendment or Waiver. This Agreement may be amended or modified (or provisions of this
Agreement waived) only upon the written consent of (i) the Company, (ii) holders of a majority of
the shares of capital stock of the Company then held by Trident (on an
as-converted into Common Stock basis) and (iii) holders of a majority in interest of the Major
Stockholder Stock. Any amendment or waiver so effected shall be binding upon the Company, each of
the parties hereto and any assignee of any such party.



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     7.4 Severability. In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.



     7.5 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors, assigns, heirs, executors and
administrators and other legal representatives.



     7.6 Additional Shares. In the event that subsequent to the date of this Agreement any shares
or other securities are issued on, or in exchange for, any of the Covered Shares by reason of any
stock dividend, stock split, combination of shares, reclassification or the like, such shares or
securities shall be deemed to be Covered Shares, as the case may be, for purposes of this
Agreement.



     7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed an original, but all of which together shall constitute one instrument.



     7.8 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any
other party shall be construed as a waiver of any rights or remedies of any other party hereto or
with respect to any subsequent breach.



     7.9 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power
or remedy accruing to any party, upon any breach, default or noncompliance by another party under
this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any
similar breach, default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent or approval of any kind or character on any party’s part of any breach,
default or noncompliance under this Agreement or any waiver on such party’s part of any provisions
or conditions of the Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement by law, or
otherwise afforded to any party, shall be cumulative and not alternative.



     7.10 Attorney’s Fees. In the event that any suit or action is instituted under or in relation
to this Agreement, including without limitation to enforce any provision in this Agreement, the
prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.



     7.11 Notices. All notices required in connection with this Agreement shall be in writing and
shall be deemed effectively given upon the earlier of actual receipt of: (a) personal
delivery to the party to be notified, (b) one business day after the date of confirmed
transmission by facsimile, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day
of deposit with a nationally recognized overnight courier, specifying next day delivery, freight
prepaid, with written



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notification of receipt. All communications shall be sent to the address of
the holder as specified on the signature page hereto or at such address as such party may designate
by ten (10) days advance written notice to the other parties hereto.




     7.12 Entire Agreement. This Agreement and the Exhibits hereto, along with the Series B
Purchase Agreement, Series C Purchase Agreement, and the other documents delivered pursuant thereto
constitute the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any
oral or written representations, warranties, covenants and agreements except as specifically set
forth herein and therein. Each party expressly represents and warrants that it is not relying on
any oral or written representations, warranties, covenants or agreements outside of this Agreement.



[THIS SPACE INTENTIONALLY LEFT BLANK]




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     In Witness Whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above written.



	 	 	 	 	 
	COMPANY:



XATA CORPORATION

 	 	 
	By:  	/s/ Wesley C. Fredenburg
 	 	 
	 	Wesley C. Fredenburg 	 	 
	 	General Counsel and Secretary 	 	 
	 



TRIDENT:




Trident Capital Fund-V, L.P.

Trident Capital Fund-V Affiliates Fund, L.P.

Trident Capital Fund-V Affiliates Fund (Q), L.P.

Trident Capital Fund-V Principals Fund, L.P.

Trident Capital Parallel Fund-V, C.V.



Executed on behalf of the foregoing funds by the undersigned, as an authorized signatory of the
respective general partner of each such fund:




	 	 	 	 	 
	 	 	 
	/s/ Don Dixon
 	 	 
	(signature) 	 	 
	 



	 	 	 	 	 
	 Don Dixon
 	 	 
	(print name) 	 	 
	 



	 	 	 	 	 
	John Deere Special Technologies Group, Inc.

 	 	 
	By:  	/s/ Bharat Vedak
 	 	 
	 	Name:  	Bharat Vedak 	 	 
	 	Title:  	SVP, Deere & Co. 	 	 
	 




Amended and Restated Voting Agreement

Signature Page









 









 








Exhibit A




Major Stockholders





     John Deere Special Technologies Group, Inc.




Exhibit A

Amended and Restated Voting Agreement